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4-32-908. Unknown claims against dissolved limited liability company.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-908. Unknown claims against dissolved limited liability company.
(a) A limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.
(b) The notice must:
(1) Be published one (1) time in a newspaper of general circulation in the county where the limited liability company's principal office is located or in a newspaper of general circulation in Pulaski County if the company does not have a principal office in this state;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within the earlier of five (5) years after the publication of the notice or the expiration of the applicable period of limitations otherwise provided under law.
(c) If the limited liability company publishes a newspaper notice in accordance with subsection (b) of this section and files articles of dissolution pursuant to § 4-32-906, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within the earlier of the applicable period of limitations otherwise provided under law or five (5) years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:
(1) A claimant who did not receive written notice under § 4-32-907; or
(2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) Aga
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-908
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-32-908
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 59af30364bf59d1bce4aaf9beeaa496ac9757cd1d06124636d28df3e97c1502d
Source location: content.xml paragraph 21402
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4-32-908. Unknown claims against dissolved limited liability company.
(a) A limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.
(b) The notice must:
(1) Be published one (1) time in a newspaper of general circulation in the county where the limited liability company's principal office is located or in a newspaper of general circulation in Pulaski County if the company does not have a principal office in this state;
(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within the earlier of five (5) years after the publication of the notice or the expiration of the applicable period of limitations otherwise provided under law.
(c) If the limited liability company publishes a newspaper notice in accordance with subsection (b) of this section and files articles of dissolution pursuant to § 4-32-906, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within the earlier of the applicable period of limitations otherwise provided under law or five (5) years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:
(1) A claimant who did not receive written notice under § 4-32-907; or
(2) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(1) Against the limited liability company, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member of the limited liability company to the extent of his or her pro rata share of the claim or the assets of the limited liability company distributed to him or her in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to him or her in liquidation.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-906. Articles of dissolution.
After the dissolution of the limited liability company pursuant to § 4-32-901, the limited liability company may file articles of dissolution with the Secretary of State which set forth:
(1) The name of the limited liability company;
(2) The date of filing of its articles of organization and all amendments thereto;
(3) The reason for filing the articles of dissolution;
(4) The effective date, which shall be a date certain, of the articles of dissolution if they are not to be effective upon the filing; and
(5) Any other information the members or managers filing the certificate shall deem proper.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-906
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-906. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-32-907. Known claims against dissolved limited liability company.
(a) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to § 4-32-906 and following the procedures described in this section.
(b) The limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:
(1) Describe information that must be included in a claim;
(2) Provide a mailing address where a claim may be sent;
(3) State the deadline, which may not be less than one hundred twenty (120) days after the later of the date of the written notice or the filing of articles of dissolution pursuant to § 4-32-906, by which the limited liability company must receive the claim; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against the limited liability company is barred:
(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the limited liability company by the deadline; or
(2) If a claimant whose claim was rejected by the limited liability company does not commence a proceeding to enforce the claim within ninety (90) days after the date of the rejection notice or deemed rejection.
(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
(e) Provided, that any claim not responded to by the limited liability company within thirty (30) days after receipt shall be deemed to have been rejected.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-32-907
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-32-907. This identifies an authority to review, not proof of applicability.